Right Of First Refusal Sample Contracts

Four Oaks Fincorp Inc. – FO UR OA KS FINCORP , INC . NORTH CAROL IN a SEAL THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S PROSPECTUS (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM REGISTRAR AND TRANSFER COMPANY, AS THE SUBSCRIPTION AGENT Incorporated Under the Laws of the State of North Carolina NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE VOID IF NOT EXERCISED BEFORE THE EXPIRATION TIME (AS DEFINED IN THE PROSPECTUS) Evidencing Non- Transferable Rights to Purchase Shares of Common Stock REGISTERED OWNER: COUNTERS (May 23rd, 2014)
Erin Energy Corp. – Right of First Refusal and Corporate Opportunities Agreement (February 27th, 2014)

This Right of First Refusal and Corporate Opportunities Agreement (this "Agreement") dated as of February, 21 2014 (the "Effective Date") amends and restates in its entirety the Right of First Refusal Agreement dated as of April 7, 2010 (the "Right of First Refusal Agreement") by and among CAMAC ENERGY INC. (formerly known as PACIFIC ASIA PETROLEUM, INC.), a Delaware corporation ("CEI"), CAMAC ENERGY HOLDINGS LIMITED, a Cayman Islands company ("CEHL"), CAMAC INTERNATIONAL (NIGERIA) LIMITED, a company incorporated in the Federal Republic of Nigeria ("CINL") and a wholly-owned subsidiary of CEHL, ALLIED ENERGY PLC (formerly, Allied Energy Resources Nigeria Limited), a company incorporated in the Federal Republic of Nigeria and a wholly-owned subsidiary of CEHL ("Allied," and together with CEHL and CINL, the "Allied Parties"). CEI and the Allied Parties may be referred to herein individually as a "Party" or collectively as the "Parties."

RealSource Residential, Inc – Right of First Refusal & Option (December 13th, 2013)

For the Option Fee (as hereafter defined) and other good and valuable consideration, RS Cambridge Apartments, LLC, a Delaware limited liability company (the "Grantor") having an address of 2089 Fort Union Blvd, Salt Lake City, UT 84121, hereby grants to RealSource Residential, Inc. ("Grantee"), having an address of 2089 Fort Union Blvd, Salt Lake City, UT 84121, the right of first refusal and an option to purchase the Property (as defined herein) under the terms and conditions hereof:

Cole Corporate Income Trust, Inc. – Ii 10.4 Limited Liability ..................................................... .................................................................... 25 11. Miscellaneous ................................................................. ................................................................ 25 11.1 Entire Agreement ..................................................................... ................................................... 25 11.2 Severability ...... ............................................................................... ............................................ 25 1 (November 12th, 2013)
Cole Corporate Income Trust, Inc. – Ii 10.4 Limited Liability ..................................................... .................................................................... 24 11. Miscellaneous ................................................................. ................................................................ 24 11.1 Entire Agreement ..................................................................... ................................................... 24 11.2 Severability ...... ............................................................................... ............................................ 24 1 (November 12th, 2013)
STG Group, Inc. – Right of First Refusal and Corporate Opportunities Agreement (November 4th, 2013)

THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this "Agreement") is made as of October 23, 2013 by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the "Company"), and Global Integrated Security (USA) Inc., a Delaware corporation ("GIS"), in connection with the Company's proposed public offering of shares of common stock, par value $0.0001 per share (the "Shares"), pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the "Registration Statement").

Del Taco Restaurants, Inc. – Right of First Refusal and Corporate Opportunities Agreement (October 7th, 2013)

THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this "Agreement") is made as of [______], 2013 by and among Levy Acquisition Corp., a Delaware corporation (the "Company"), Levy Acquisition Sponsor, LLC, a Delaware limited liability company (the "Sponsor") and Levy Family Partners, LLC, [a Delaware] limited liability company ("Levy Family Partners"), in connection with the Company's proposed public offering of units consisting of shares of common stock, par value $0.0001 per share (the "Shares") and warrants to purchase Shares, pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the "Registration Statement").

STG Group, Inc. – Form of Right of First Refusal and Corporate Opportunities Agreement (October 2nd, 2013)

THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this "Agreement") is made as of , 2013 by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the "Company"), and Global Integrated Security (USA) Inc., a Delaware corporation ("GIS"), in connection with the Company's proposed public offering of shares of common stock, par value $0.0001 per share (the "Shares"), pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the "Registration Statement").

Page I Contents 1 Definitions and Interpretation 1 1.1 Definitions 1 1.2 Interpretation 11 2 Measurement 12 2.1 Units of Measurement 12 2.2 Rounding of Dollars 12 2.3 Rounding of Gas Quantities 12 2.4 Contract Years of Less Than 365 Days 12 3 Conditions Precedent 13 3.1 Conditions 13 3.2 Board Approval 13 3.3 Seller Conditions 13 3.4 Satisfaction Date 14 3.5 Extension of CP Date 14 3.6 Termination 14 4 Warranties 14 4.1 Warranties by Seller 14 4.2 Implied Warranties 15 4.3 Warranties by Buyer 15 5 Construction and Commencement of Supply 15 5.1 Construction of Upstream Facilities 15 5.2 Supply (September 12th, 2013)
ROI Acquisition Corp. II – Right of First Refusal and Corporate Opportunities Agreement (September 3rd, 2013)

THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this Agreement) is made as of [ ], 2013 by and among ROI Acquisition Corp. II, a Delaware corporation (the Company), and GEH Capital, Inc., a Delaware corporation (the Sponsor) and Clinton Group, Inc., a Delaware corporation (CGI and together with the Sponsor, the Clinton Group), in connection with the Companys proposed public offering of units consisting of shares of common stock, par value $0.0001 per share (the Shares) and warrants to purchase Shares, pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the Registration Statement).

ROI Acquisition Corp. II – Right of First Refusal and Corporate Opportunities Agreement (August 20th, 2013)

THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this Agreement) is made as of [ ], 2013 by and among ROI Acquisition Corp. II, a Delaware corporation (the Company), and GEH Capital, Inc., a Delaware corporation (the Sponsor) and Clinton Group, Inc., a Delaware corporation (CGI and together with the Sponsor, the Clinton Group), in connection with the Companys proposed public offering of units consisting of shares of common stock, par value $0.0001 per share (the Shares) and warrants to purchase Shares, pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the Registration Statement).

AMENDMENT TO THE BYLAWS OF AMBIT BIOSCIENCES CORPORATION Approved by the Board of Directors on June 6, 2001 (February 20th, 2013)

Article XIV, Section 46 of the Bylaws of Ambit Biosciences Corporation is hereby amended and restated, in its entirety, by the following:

Rush Enterprises, Inc. – Right of First Refusal (December 20th, 2012)

This Right of First Refusal Agreement (this "Agreement") is made as of December 19, 2012, by and among Peterbilt Motors Company, a division of PACCAR Inc, a Delaware corporation ("Peterbilt"), and W. Marvin Rush, a resident of Seguin, Texas ("Rush").

Rush Enterprises, Inc. – Right of First Refusal (December 20th, 2012)

This Right of First Refusal Agreement (this "Agreement") is made as of December 19, 2012, by and among Peterbilt Motors Company, a division of PACCAR Inc, a Delaware corporation ("Peterbilt"), and W.M. "Rusty" Rush, a resident of San Antonio, Texas ("Rush").

Market Vectors Commodity Trust – Index Product License Agreement (August 24th, 2012)

This Product License Agreement (PLA), entered into pursuant to Section 1.2 of that certain August 23, 2010 Morningstar Master License Agreement (Master Agreement) by and between Morningstar, Inc. (Licensor) and Van Eck Associates Corporation(Licensee), the terms of which Master Agreement are incorporated herein in their entirety by reference to form the agreement (Agreement) between Licensor and Licensee with respect to the below-defined Products, is executed and effective as of this 16th day of April 2012 (PLA Effective Date). In the event the Master Agreement expires or terminates for any reason, this Agreement shall automatically terminate and, except as provided herein or in the Master Agreement, all rights and obligations of the parties hereunder shall simultaneously terminate.

Market Vectors Commodity Trust – Index Product License Agreement (August 24th, 2012)

This Product License Agreement (PLA), entered into pursuant to Section 1.2 of that certain August 23, 2010 Morningstar Master License Agreement (Master Agreement) by and between Morningstar, Inc. (Licensor) and Van Eck Associates Corporation(Licensee), the terms of which Master Agreement are incorporated herein in their entirety by reference to form the agreement (Agreement) between Licensor and Licensee with respect to the below-defined Products, is executed and effective as of this 16th day of April 2012 (PLA Effective Date). In the event the Master Agreement expires or terminates for any reason, this Agreement shall automatically terminate and, except as provided herein or in the Master Agreement, all rights and obligations of the parties hereunder shall simultaneously terminate.

Grant ID XXXXX ENTEROMEDICS INC. 2012 SENIOR MANAGEMENT NON-INCENTIVE STOCK OPTION AGREEMENT (July 13th, 2012)

WHEREAS, the Company, pursuant to the Amended and Restated EnteroMedics Inc. 2003 Stock Incentive Plan (the Plan), wishes to grant this stock option to Optionee;

24. Brokerage 28 25. Hazardous Materials 28 26. Arbitration 31 27. Renewal Terms 32 28. Miscellaneous 34 29. Rooftop and Land Installations 36 30. Re- Measuring the Building and Premises 37 31. Right of First Refusal 38 (May 10th, 2012)

LEASE, made as of the th day of November, 2004, by and between 1151 MILDRED LLC (the Landlord), a Delaware limited liability company, having an office at 100 Bayview Circle, Suite 310, Newport Beach, California 92660 and FENDER MUSICAL INSTRUMENTS CORPORATION (the Tenant), a Delaware corporation, with offices at 8860 E. Chaparral Road, Suite 100, Scottsdale, AZ 85250-2610, Attention: General Counsel.

International Expansion Strategy With First Master Licensing Agreement in Japan Licensee Has Right of First Refusal for Stores in China, Taiwan and South Korea (May 1st, 2012)

DURANGO, Colorado (April 30, 2012)--Rocky Mountain Chocolate Factory, Inc. (NASDAQ Global Market: "RMCF") (the "Company"), which franchises/operates gourmet chocolate and self-serve frozen yogurt stores and manufactures an extensive line of premium chocolates and other confectionery products, today announced the launch of its international expansion strategy with the signing of a Master Licensing Agreement (the "Agreement") covering the country of Japan with a strategic partner (the "Licensee") based in Hong Kong.

STRICTLY CONFIDENTIAL CryoPort, Inc. (March 23rd, 2012)
24. Brokerage 28 25. Hazardous Materials 28 26. Arbitration 31 27. Renewal Terms 32 28. Miscellaneous 34 29. Rooftop and Land Installations 36 30. Re- Measuring the Building and Premises 37 31. Right of First Refusal 38 (March 8th, 2012)

LEASE, made as of the th day of November, 2004, by and between 1151 MILDRED LLC (the Landlord), a Delaware limited liability company, having an office at 100 Bayview Circle, Suite 310, Newport Beach, California 92660 and FENDER MUSICAL INSTRUMENTS CORPORATION (the Tenant), a Delaware corporation, with offices at 8860 E. Chaparral Road, Suite 100, Scottsdale, AZ 85250-2610, Attention: General Counsel.

Everyware Global Inc – Right of First Refusal and Corporate Opportunities Agreement (December 19th, 2011)

THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this "Agreement") is made as of [ ], 2011 by and among ROI Acquisition Corp., a Delaware corporation (the "Company"), and Clinton Group, Inc., a Delaware corporation ("CGI") and Clinton Magnolia Master Fund, Ltd. (the "Fund" and together with CGI, the "Clinton Group"), in connection with the Company's proposed public offering of units consisting of shares of common stock, par value $0.0001 per share (the "Shares") and warrants to purchase Shares, pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the "Registration Statement").

New Source Energy Corp – Right of First Refusal and Access Agreement (August 30th, 2011)

THIS RIGHT OF FIRST REFUSAL AND ACCESS AGREEMENT (this Agreement) is entered into effective as of August 12, 2011 (the Effective Date), by and among NEW DOMINION, LLC, an Oklahoma limited liability company (NDL), SCINTILLA, LLC, an Oklahoma limited liability company (Scintilla), and NEW SOURCE ENERGY CORPORATION, a Delaware corporation (NSE), with reference to the following circumstances:

Right of First Refusal and Right of Last Refusal Agreement (July 22nd, 2011)

This Right of First Refusal and Right of Last Refusal Agreement (this Agreement) is made and entered into as of June 24, 2011 by and between Dell Products L.P., a Texas limited partnership (Dell), and Glasshouse Technologies, Inc., a Delaware corporation (the Company).

Comstock Homebuilding Companies – Right of First Refusal and First Offer Agreement (July 15th, 2011)

THIS RIGHT OF FIRST REFUSAL AND FIRST OFFER AGREEMENT (this Agreement) dated as of the 12 day of July, 2011, is entered into by Comstock Homebuilding Companies, Inc., a Delaware corporation (Comstock), and BridgeCom Development I, LLC, a Delaware limited liability company (BCD).

Insys Therapeutics Inc. – 1. Definitions 1 2. Manufacture and Sale 3 3. Definitions 4. Right of First Refusal 4 5. Forecasts, Orders and Delivery 5 6. Prices and Payment 6 7. Regulatory Responsibility 7 8. Quality Control Requirements 8 9. Rejection 9 10. Warranty 10 11. Indemnification 12 12. Representations 12 13. Term and Termination 13 14. Miscellaneous 14 Exhibit A: Device Specification 18 Exhibit B: Seller Certificate of Analysis + Seller Standard Specification 19 Exhibit C: Purchase Price 20 Exhibit D: [...***...] 23 Exhibit E: Standard Terms and Conditions 25 Exhibit F: Standard Packaging and Packing Specificat (June 28th, 2011)

This SUPPLY AGREEMENT (the Agreement), effective as of the seventh day of March, 2011 (the Effective Date), is made and entered into by and between Insys Therapeutics, Inc., a Delaware corporation having its principal place of business at 10220 South 51st St., Suite 2, Phoenix, AZ 85044-5231 (hereinafter called PURCHASER) and Aptargroup, Inc., a Delaware corporation having its principal place of business at 475 West Terra Cotta, Suite E, Crystal Lake, IL, 60014-9695 (hereinafter called SELLER). PURCHASER and SELLER being hereinafter called individually the Party and collectively the Parties.

Blue Wolf Mongolia Holdings Corp. – Right of First Refusal and Corporate Opportunities Agreement (June 7th, 2011)

THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this "Agreement") is made as of [ ], 2011 by and between Blue Wolf Mongolia Holdings Corp., a BVI business company (the "Company"), Blue Wolf Fund, L.P., a Cayman Islands exempted limited partnership (the "Fund") and Composite Capital LLC, a Delaware limited liability company ("Composite") in connection with the Company's proposed public offering of units consisting of ordinary shares, no par value ("Ordinary Shares") and warrants to purchase Ordinary Shares, pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the "Registration Statement").

Insys Therapeutics Inc. – Right of First Refusal (June 6th, 2011)

This SUPPLY AGREEMENT (the Agreement), effective as of the seventh day of March, 2011 (the Effective Date), is made and entered into by and between Insys Therapeutics, Inc., a Delaware corporation having its principal place of business at 10220 South 51st St., Suite 2, Phoenix, AZ 85044-5231 (hereinafter called PURCHASER) and Aptargroup, Inc., a Delaware corporation having its principal place of business at 475 West Terra Cotta, Suite E, Crystal Lake, IL, 60014-9695 (hereinafter called SELLER). PURCHASER and SELLER being hereinafter called individually the Party and collectively the Parties.

Tengion – Right of First Refusal and Right of First Negotiation Agreement (March 1st, 2011)

This Right of First Refusal and Right of First Negotiation Agreement (this "Agreement"), dated March 1, 2011, is made by and among Tengion, Inc., a Delaware corporation, with a principal address at 2900 Potshop Lane, Suite 100, East Norriton, Pennsylvania ("Tengion") and Medtronic, Inc., a Minnesota corporation with a principal address at 710 Medtronic Parkway NE, Minneapolis, Minnesota 55432-5604 ("Medtronic" and together with Tengion, collectively, the "Parties").

Carbon Natural Gas Co – ASSET PURCHASE AGREEMENT Between the Interstate Natural Gas Company, LLC (Seller) and Nytis Exploration Company LLC (Buyer) DATED: February 14, 2011 (February 17th, 2011)

This ASSET PURCHASE AGREEMENT (the Agreement) is entered into this 14th day of February 2011 by and among The Interstate Natural Gas Company, LLC, a limited liability company organized pursuant to the laws of the Commonwealth of Kentucky (INGC), and Nytis Exploration Company LLC, a limited liability company organized pursuant to the laws of the State of Delaware (Buyer). INGC has been designated by certain parties listed in Appendix A (Related Parties) to act as their agent with authority to enter into this Agreement on their behalf and to sell and convey their interests in the assets to be sold under the terms of this Agreement to Buyer and to collect all proc eeds to be received in connection with same. INGC and the Related Parties are referred to in this Agreement collectively as Seller.

Herbst Gaming – Option to Purchase the Gold Ranch Casino Property and Improvements, the Leach Field Property, the Frontage Parcel, the California Lottery Station and the California Lottery Property, and Right of First Refusal (January 3rd, 2011)

This Option to Purchase the Gold Ranch Casino Property and Improvements, the Leach Field Property, the Frontage Parcel, the California Lottery Station and the California Lottery Property, and Right of First Refusal (Agreement) is made this 27th day of December, 2001, by and between Prospector Gaming Enterprises, Inc., a Nevada corporation (PGE), Target Investments, L.L.C., a Nevada limited liability company (Target) and Last Chance, Inc., a Nevada corporation (Last Chance).

FlatWorld Acquisition Corp. – Right of First Refusal and Corporate Opportunities Agreement (December 15th, 2010)

THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this Agreement) is made as of December 9, 2010 by and between FlatWorld Acquisition Corp., a British Virgin Islands company organized with limited liability (the Company) and FlatWorld Capital LLC, a Delaware limited liability company (FlatWorld) in connection with the Companys proposed public offering of units consisting of ordinary shares, no par value (Ordinary Shares) and warrants to purchase Ordinary Shares, pursuant to a registration statement on Form F-1, filed by the Company with the Securities and Exchange Commission (as amended, the Registration Statement).

FlatWorld Acquisition Corp. – Right of First Refusal and Corporate Opportunities Agreement (December 6th, 2010)

THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this Agreement) is made as of December __, 2010 by and between FlatWorld Acquisition Corp., a British Virgin Islands company organized with limited liability (the Company) and FlatWorld Capital LLC, a Delaware limited liability company (FlatWorld) in connection with the Companys proposed public offering of units consisting of ordinary shares, no par value (Ordinary Shares) and warrants to purchase Ordinary Shares, pursuant to a registration statement on Form F-1, filed by the Company with the Securities and Exchange Commission (as amended, the Registration Statement).

S.E. Asia Emerging Market Company., ltd – Right of First Refusal and Corporate Opportunities Agreement (November 26th, 2010)

THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this "Agreement") is made as of __________ ___, 2010 by and between S.E. Asia Emerging Market Co., Ltd, a British Virgin Islands company organized with limited liability (the "Company") and the additional entities set forth on the signature pages to this Agreement (each, a "Grantor" and collectively, "Grantors") in connection with the Company's proposed public offering of units consisting of (i) one subunit consisting of one ordinary share, no par value ("Ordinary Shares") of the Company and one Class B Warrant to purchase Ordinary Shares and (ii) one Class A Warrant to purchase Ordinary Shares, pursuant to a registration statement on Form F-1, filed by the Company with the Securities and Exchange Commission (as amended, the "Registration Statement").

Sito Mobile, Ltd. – January 1, 2010 Single Touch Systems, Inc. 2235 Encinitas Blvd. Suite 210 Encinitas, CA 92024 Dear Mr. Hodges, (November 12th, 2010)

The purpose of this letter is to confirm the engagement of Gar Wood Securities, LLC (GW), a FINRA member firm, by, SINGLE TOUCH SYSTEMS, INC. (the Company), on a selective basis to effect Private Investment in Public Equity transaction(s) on behalf of the Company in an amount(s) of $3 million to $5 million dollars. In addition, GW will render financial advisory services to the Company in order to expand institutional awareness in the financial community.